Common use of Term and Exercise of Option Clause in Contracts

Term and Exercise of Option. a. The term of this Option shall commence on the Grant Date set forth above and shall continue until the Expiration Date set forth above, unless earlier terminated as provided herein. b. This Option shall be exercisable only in the event that and to the extent that such Option has become vested and exercisable pursuant to the terms of this Section 3.b (or Sections 7 or 8 below, if applicable). Subject to the earlier termination of this Option pursuant to its terms and to the terms of the Option Plan, this Option shall vest and become exercisable as follows, but only if the Optionee is then an employee of or continues to provide services to the Company or an Affiliate at the specified time: (i) Up to twenty percent (20%) of such Option Shares (rounded down to the nearest whole share) may be purchased at any time after one (1) year from the Grant Date and prior to the termination of this Option; (ii) Up to forty percent (40%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after two (2) years from the Grant Date and prior to the termination of this Option; (iii) Up to sixty percent (60%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after three (3) years from the Grant Date and prior to the termination of this Option; (iv) Up to eighty percent (80%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after four (4) years from the Grant Date and prior to the termination of this Option; (v) Up to 100% of such Option Shares (less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after five (5) years from the Grant Date and prior to the termination of this Option. c. To exercise this Option, the Optionee shall satisfy the following conditions: (i) deliver written notice to the Company at its principal office within the option period, which written notice must be in the form of attached Exhibit A to this Agreement, and (ii) deliver payment in full for the Option Shares with respect to which this Option is then being exercised, as provided in Section 4(a) below. d. Neither the Optionee nor the Optionee’s legal representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any Option Shares for any purpose unless and until certificates for such Option Shares are issued (or are reflected upon the official records of the Company) to the Optionee or the Optionee’s legal representatives, legatees or distributees, under the terms of the Option Plan.

Term and Exercise of Option. a. (a) The term of this Option shall commence on the Grant Date set forth above and shall continue until the Expiration Date set forth above, unless earlier terminated as provided herein. b. This Option shall be exercisable only in the event that and to the extent that such Option has become vested and exercisable pursuant to the terms of this Section 3.b (or Sections 7 or 8 below, if applicable). b) Subject to the earlier termination of this Option pursuant to its terms and to the terms of the Option Plan, this Option shall vest and become exercisable as follows, follows but only if the Optionee is then an employee of or continues to provide services to the Company or an Affiliate at the specified timeAffiliate: (i) Up to twenty percent (20%) % of such the Option Shares (rounded down to the nearest whole share) may be purchased at any time after one (1) year from the Grant Date and prior to the termination of this Option; (ii) Up to forty percent (40%) % of such the Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.bOption) may be purchased at any time after two (2) years year from the Grant Date and prior to the termination of this Option; (iii) Up to sixty percent (60%) % of such the Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.bOption) may be purchased at any time after three (3) years from the Grant Date and prior to the termination of this Option; (iv) Up to eighty percent (80%) % of such the Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.bOption) may be purchased at any time after four (4) years from the Grant Date and prior to the termination of this Option; (v) Up to 100% of such the Option Shares (less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.bOption) may be purchased at any time after five (5) years from the Grant Date and prior to the termination of this Option. c. (c) To exercise this Option, the Optionee shall satisfy the following conditions: (i) deliver give written notice to the Company at Company, to the attention of its principal office within the option periodPresident or other designated agent, which written notice must be in substantially the form of attached hereto as Exhibit A to this AgreementC, and (ii) the Optionee shall deliver payment in full for the Option Shares with respect to which this Option is then being exercised, as provided in Section 4(a) below. d. (d) Neither the Optionee nor the Optionee’s legal representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any Option Shares for any purpose unless and until certificates for such Option Shares are issued (or are reflected upon the official records of the Company) to the Optionee or the Optionee’s legal representatives, legatees or distributees, under the terms of the Option Plan.

Term and Exercise of Option. a. The term of this Option option shall commence on the Grant Date set forth above and shall continue until the Expiration Date set forth above, unless earlier terminated as provided herein. b. This Option shall be exercisable only in the event that and to the extent that such Option has become vested and exercisable herein or pursuant to the terms of Option Plan. Except as otherwise provided herein, this Section 3.b option will be exercisable in cumulative installments as follows: (or Sections 7 or 8 below, if applicable). Subject a) Up to the earlier termination of this Option pursuant to its terms and to the terms ________ of the Option Plan, this Option shall vest and become exercisable as follows, but only if the Optionee is then an employee of or continues to provide services to the Company or an Affiliate at the specified time: (i) Up to twenty percent (20%) of such Option Shares (rounded down to the nearest whole share) may be purchased at any time after one (1) year from the Grant Date ____________ and prior to the termination of this Optionoption; (iib) Up to forty percent (40%) ________ of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after two (2) years from the Grant Date and prior to the termination of this Option; (iii) Up to sixty percent (60%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after three (3) years from the Grant Date and prior to the termination of this Option; (iv) Up to eighty percent (80%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after four (4) years from the Grant Date and prior to the termination of this Option; (v) Up to 100% of such Option Shares (less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.boption) may be purchased at any time on or after five (5) years from the Grant Date ____________, and prior to the termination of this Option.option; c. To exercise this Option, the Optionee shall satisfy the following conditions: (ic) deliver written notice Up to the Company at its principal office within the option period, which written notice must be in the form ________ of attached Exhibit A to this Agreement, and (ii) deliver payment in full for the Option Shares with respect (less any shares previously purchased pursuant to which this option) may be purchased at any time on or after ____________, and prior to termination of this option; and (d) Up to 100% of the Option is then being exercisedShares (less any shares previously purchased pursuant to this option) may be purchased at any time on or after ____________, as provided in Section 4(a) below. d. and prior to termination of this option. Neither the Optionee nor the Optionee’s legal representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any Option Shares for any purpose unless and until certificates for such Option Shares shares are issued (or are reflected upon the official records of the Company) to the Optionee or the Optionee’s legal representatives, legatees or distributees, under the terms of the Option Plan.

Term and Exercise of Option. a. The term of this Option shall commence on the Grant Date set forth above and shall continue until the Expiration Date set forth above, unless earlier terminated as provided herein. b. This Option shall be exercisable only in the event that and to the extent that such Option has become vested and exercisable pursuant to the terms of this Section 3.b (or Sections 7 or 8 below, if applicable3(b). Subject to the earlier termination of this Option pursuant to its terms and to the terms of the Option Plan, this Option shall vest and become exercisable as follows, but only if the Optionee Recipient is then an employee of or continues to provide services to the Company or an Affiliate at the specified time:: [Note: You can use different vesting schedules. The following is a 4-year, 25% per year vesting schedule which I understand you have used for some recent grants.] (i) Up to twenty twenty-five percent (2025%) of such Option Shares (rounded down to the nearest whole share) may be purchased at any time after one (1) year from the Grant Date and prior to the termination of this Option; (ii) Up to forty fifty percent (4050%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b3(b)) may be purchased at any time after two (2) years from the Grant Date and prior to the termination of this Option; (iii) Up to sixty seventy-five percent (6075%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b3(b)) may be purchased at any time after three (3) years from the Grant Date and prior to the termination of this Option; (iv) Up to eighty percent (80%) 100% of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b3(b)) may be purchased at any time after four (4) years from the Grant Date and prior to the termination of this Option; . [Note: Some of the following three sentences will be included if the optional Section 10 (vNoncompete) Up or Section 11 (For Cause) are used in order to 100% of such forfeit the otherwise vested Option or if the Options will fully vest upon a Change in Control that occurs while the Recipient is still an employee or service provider.] Notwithstanding the foregoing, (i) this Option and all Option Shares granted hereunder shall be terminated and forfeited in the event that a Cause (less any shares previously purchased pursuant as defined in Section 11 of this Agreement) event shall occur with respect to the Recipient, (ii) this Option that vest pursuant to this Section 3.b) may and all Option Shares shall be purchased at any time after five (5) years from the Grant Date and prior subject to the termination restrictive covenants contained in Section 10 of this Agreement, and any violation of the terms and conditions of Section 10 of this Agreement shall, at the option of the Company, result in the termination and forfeiture of any and all options granted under this Agreement, and (iii) upon the occurrence of any “Change in Control” defined in Section 1.1 of the Plan that occurs while the Recipient is then an employee of or provider of services to the Company or an Affiliate, one hundred percent (100%) of the Option Shares shall immediately be exercisable. In addition, in the sole discretion of the Board or Committee, this Option and all Option Shares granted hereunder will terminate upon the closing of a “Change in Control” defined in Section 1.1 of the Plan, with such termination to be deemed to occur immediately after the Recipient is provided with the opportunity to exercise the Recipient’s right to purchase any Option Shares that are then exercisable under the Option. c. To exercise this Option, the Optionee Recipient shall satisfy the following conditions: (i) deliver written notice of exercise to the Company at its principal office within on or before the option periodExpiration Date, which written notice must be in the form of attached Exhibit A to this Agreement, and (ii) deliver payment in full for the Option Shares with respect to which this Option is then being exercised, as provided in Section 4(a) below. d. Neither the Optionee Recipient nor the OptioneeRecipient’s legal representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any Option Shares for any purpose unless and until certificates for such Option Shares are issued (or are reflected upon the official records of the Company) to the Optionee Recipient or the OptioneeRecipient’s legal representatives, legatees or distributees, under the terms of the Option Plan.

Term and Exercise of Option. a. The term of this Option option shall commence on the Grant Date set forth above and shall continue until the Expiration Date set forth above, unless earlier terminated as provided herein. b. This Option shall be exercisable only in the event that and to the extent that such Option has become vested and exercisable herein or pursuant to the terms of Plan. Except as otherwise provided herein, this Section 3.b option will be exercisable in cumulative installments as follows: (or Sections 7 or 8 below, if applicable). Subject a) Up to the earlier termination of this Option pursuant to its terms and to the terms ___________ of the Option Plan, this Option shall vest and become exercisable as follows, but only if the Optionee is then an employee of or continues to provide services to the Company or an Affiliate at the specified time: (i) Up to twenty percent (20%) of such Option Shares (rounded down to the nearest whole share) may be purchased at any time after one (1) year from the Grant Date ___________ and prior to the termination of this Optionoption; (iib) Up to forty percent (40%) ___________ of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after two (2) years from the Grant Date and prior to the termination of this Option; (iii) Up to sixty percent (60%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after three (3) years from the Grant Date and prior to the termination of this Option; (iv) Up to eighty percent (80%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after four (4) years from the Grant Date and prior to the termination of this Option; (v) Up to 100% of such Option Shares (less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.boption) may be purchased at any time after five (5) years from the Grant Date ___________, and prior to the termination of this Option.option; c. To exercise this Option, the Optionee shall satisfy the following conditions: (ic) deliver written notice Up to the Company at its principal office within the option period, which written notice must be in the form ___________ of attached Exhibit A to this Agreement, and (ii) deliver payment in full for the Option Shares with respect (less any shares previously purchased pursuant to which this option) may be purchased at any time ___________, and prior to termination of this option; and (d) Up to 100% of the Option is then being exercisedShares (less any shares previously purchased pursuant to this option) may be purchased at any time ___________, as provided in Section 4(a) below. d. and prior to termination of this option. Neither the Optionee nor the Optionee’s legal representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any Option Shares for any purpose unless and until certificates for such Option Shares shares are issued (or are reflected upon the official records of the Company) to the Optionee or the Optionee’s legal representatives, legatees or distributees, under the terms of the Option Plan.

Term and Exercise of Option. a. The term of this Option option shall commence on the Grant Date set forth above and shall continue until the Expiration Date set forth above, unless earlier terminated as provided herein. b. This . Unless a committee of the Board of Directors of the Company appointed to administer the Option Plan (the "Committee") shall decide otherwise, and except as otherwise provided herein, this option will be exercisable only in the event that and to the extent that such Option has become vested and exercisable pursuant to the terms of this Section 3.b (or Sections 7 or 8 below, if applicable). Subject to the earlier termination of this Option pursuant to its terms and to the terms of the Option Plan, this Option shall vest and become exercisable cumulative installments as follows, but only if the Optionee is then an employee of or continues to provide services to the Company or an Affiliate at the specified time: (i) a. Up to twenty percent (20%) of such 6,250 Option Shares (rounded down to the nearest whole share) may be purchased at any time after one (1) year from the Grant Date December 8, 1999 and prior to the termination of this Optionoption; (ii) b. Up to forty percent (40%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after two (2) years from the Grant Date and prior to the termination of this Option; (iii) Up to sixty percent (60%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after three (3) years from the Grant Date and prior to the termination of this Option; (iv) Up to eighty percent (80%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after four (4) years from the Grant Date and prior to the termination of this Option; (v) Up to 100% of such 6,250 Option Shares (less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.boption) may be purchased at any time after five April 1, 2000 and prior to termination of this option; and c. Up to 6,250 Option Shares (5less any shares previously purchased pursuant to this option) years from may be purchased at any time after April 1, 2001, and prior to termination of this option; and d. Up to 6,250 Option Shares (less any shares previously purchased pursuant to this option) may be purchased at any time after April 1, 2002, and prior to termination of this option; and IMMEDIATE ACCELERATION OF OPTION. Notwithstanding any provision in this option to the contrary, this 25% of this option will become exercisable in full immediately if, subsequent to the Grant Date set forth above and prior to the Expiration Date or other termination of this Option. c. To exercise this Optionoption, the Optionee shall satisfy the following conditions: (i) deliver written notice to shareholders of the Company at its principal office within approve an agreement to merge or consolidate with or into another corporation under circumstances in which the option periodcompany is not the surviving party, which written notice must be in or an agreement to sell or otherwise dispose of all or substantially all of the form Company's assets (including a plan of attached Exhibit A to this Agreement, and (iiliquidation.) deliver payment in full for the Option Shares with respect to which this Option is then being exercised, as provided in Section 4(a) below. d. Neither the Optionee nor the Optionee’s 's legal representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any Option Shares for any purpose unless and until certificates for such Option Shares shares are issued (or are reflected upon the official records of the Company) to the Optionee or the Optionee’s 's legal representatives, legatees or distributees, under the terms of the Option Plan.

Term and Exercise of Option. a. The term of this Option shall commence on the Grant Date set forth above and shall continue until the Expiration Date set forth above, unless earlier terminated as provided herein. b. This Option shall be exercisable only in the event that and to the extent that such Option has become vested and exercisable pursuant to the terms of this Section 3.b (or Sections 7 or 8 below, if applicable). Subject to the earlier termination of this Option pursuant to its terms and to the terms of the Option Plan, this Option shall vest and become exercisable as follows, but only if the Optionee is then an employee of or continues to provide services to the Company or an Affiliate at the specified time: (i) [Up to twenty _________ percent (20___%) of such Option Shares (rounded down to the nearest whole share) may be purchased at any time after one ___ (1__) year year(s) from the Grant Date and prior to the termination of this Option; (ii) Up to forty _________ percent (40__%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after two __ (2__) years from the Grant Date and prior to the termination of this Option; (iii) Up to sixty percent (60%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after three (3) years from the Grant Date and prior to the termination of this Option; (iv) Up to eighty percent (80%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after four (4) years from the Grant Date and prior to the termination of this Option; (v) Up to 100% of such Option Shares (less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after five __ (5__) years from the Grant Date and prior to the termination of this Option.] c. To exercise this Option, the Optionee shall satisfy the following conditions: (i) deliver written notice to the Company at its principal office within the option period, which written notice must be in the form of attached Exhibit A to this Agreement, and (ii) deliver payment in full for the Option Shares with respect to which this Option is then being exercised, as provided in Section 4(a) below. d. Neither the Optionee nor the Optionee’s legal representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any Option Shares for any purpose unless and until certificates for such Option Shares are issued (or are reflected upon the official records of the Company) to the Optionee or the Optionee’s legal representatives, legatees or distributees, under the terms of the Option Plan.

Term and Exercise of Option. a. (a) The term of this Option shall commence on the Grant Date set forth above and shall continue until the Expiration Date set forth above, unless earlier terminated as provided herein. b. This Option shall be exercisable only in the event that and to the extent that such Option has become vested and exercisable pursuant to the terms of this Section 3.b (or Sections 7 or 8 below, if applicable). b) Subject to the earlier termination of this Option pursuant to its terms and to the terms of the Option Planterms, this Option shall vest and become exercisable as follows, follows but only if the Optionee then is then an employee of or continues to provide services to the Company or an Affiliate at the specified timeAffiliate: (i) None of the Option Shares may be purchased prior to the first anniversary of the Grant Date; (ii) Up to twenty percent one-third (20%1/3) of such the Option Shares (rounded down to the nearest whole share) may be purchased at any time after one (1) year from the Grant Date and prior to the termination first anniversary of this Option; (ii) Up to forty percent (40%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after two (2) years from the Grant Date and prior to the termination of this Option; (iii) Up to sixty percent two-thirds (60%2/3) of such the Option Shares (rounded down to the nearest whole share and less any shares Option Shares previously purchased pursuant to this Option that vest pursuant to this Section 3.bOption) may be purchased at any time after three (3) years from the second anniversary of the Grant Date and prior to the termination of this Option;; and (iv) Up to eighty one hundred percent (80100%) of such the Option Shares (rounded down to the nearest whole share and less any shares Option Shares previously purchased pursuant to this Option that vest pursuant to this Section 3.bOption) may be purchased at any time after four (4) years from the Grant Date and prior to the termination third anniversary of this Option; (v) Up to 100% of such Option Shares (less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after five (5) years from the Grant Date and prior to the termination of this Option. c. (c) To exercise this Option, the Optionee shall satisfy the following conditions: (i) deliver give written notice to the Company at Company, to the attention of its principal office within the option periodPresident or other designated agent, which written notice must be in substantially the form of attached hereto as Exhibit A to this AgreementA, and (ii) the Optionee shall deliver payment in full for the Option Shares with respect to which this Option is then being exercised, as provided in Section 4(a) below. d. (d) Neither the Optionee nor the Optionee’s 's legal representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any Option Shares for any purpose unless and until certificates for such Option Shares are issued (or are reflected upon the official records of the Company) to the Optionee or the Optionee’s 's legal representatives, legatees or distributees, distributees under the terms of the Option Plan.

Term and Exercise of Option. a. (a) The term of this Option option shall commence on the Grant Date set forth above and shall continue until the Expiration Date set forth above, unless earlier terminated as provided herein. b. This Option (b) Unless the Compensation Committee of the Board of Directors of the Company shall decide otherwise, and except as otherwise provided herein, this option will be exercisable only in the event that and to the extent that such Option has become vested and exercisable pursuant to the terms of this Section 3.b (or Sections 7 or 8 below, if applicable). Subject to the earlier termination of this Option pursuant to its terms and to the terms of the Option Plan, this Option shall vest and become exercisable cumulative installments as follows, but only if the Optionee is then an employee of or continues to provide services to the Company or an Affiliate at the specified time: (i) None of the Option Shares may be purchased prior to March 12, 2003; (ii) Up to twenty percent (20%) 52,368 of such the Option Shares (rounded down to the nearest whole share) may be purchased at any time after one (1) year from the Grant Date March 11, 2003 and prior to the termination of this Option; (ii) Up to forty percent (40%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after two (2) years from the Grant Date and prior to the termination of this Option;option; and (iii) Up This option shall become exercisable as to sixty percent (60%) an additional 4,000 of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after three (3) years from the Grant Date and prior to the termination of this Option; (iv) Up to eighty percent (80%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after four (4) years from the Grant Date and prior to the termination of this Option; (v) Up to 100% of such Option Shares (less any shares previously purchased pursuant to this option) on the 12th day of each successive calendar month, through December 12, 2003, following the date set forth in paragraph 2(b)(ii) above and prior to termination of this option; (iv) This option shall become exercisable as to an additional 3,270 of the Option that vest Shares (less any shares previously purchased pursuant to this Section 3.boption) may be purchased at any time after five (5) years on the 12th day of each successive calendar month from the Grant Date January 2004 through December 2004 and prior to the termination of this Option.option; c. (v) This option shall become exercisable as to an additional 2,893 of the Option Shares (less any shares previously purchased pursuant to this option) on the 12th day of each successive calendar month from January 2005 through December 2005 and prior to termination of this option; (vi) This option shall become exercisable as to an additional 892 of the Option Shares (less any shares previously purchased pursuant to this option) on the 12th day of each successive calendar month from January 2006 through March 2006 and prior to termination of this option; (c) To exercise this Optionoption, the Optionee shall satisfy the following conditions: (i) deliver give written notice to the Company at its principal office within the option period, which written notice must be in the form attached as Exhibit A, to the attention of attached Exhibit A to this Agreementits Chief Financial Officer or other designated agent, and (ii) shall deliver payment in full for the Option Shares with respect to which this Option option is then being exercised, as provided in Section 4(aparagraph 4(b) below. d. (d) Neither the Optionee nor the Optionee’s heirs or legal representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any Option Shares for any purpose unless and until certificates for such Option Shares are issued (or are reflected upon the official records of the Company) to the Optionee or the Optionee’s heirs or legal representatives, legatees or distributees, representatives under the terms of the Option Plan.

Term and Exercise of Option. a. (a) The term of this Option shall commence on the Grant Date set forth above and shall continue until the Expiration Date set forth above, unless earlier terminated as provided herein. b. This Option shall be exercisable only in the event that and to the extent that such Option has become vested and exercisable pursuant to the terms of this Section 3.b (or Sections 7 or 8 below, if applicable). b) Subject to the earlier termination of this Option pursuant to its terms and to the terms of the Option Plan, this Option shall vest and become exercisable as follows, follows but only if the Optionee then is then an employee employee, consultant, independent contractor, or other service provider of or continues to provide services to the Company or an Affiliate at Affiliate: the specified time: (i) Up Option shall vest as to twenty ___________ percent (20_____%) of such the Option Shares (rounded down on ___________, as to the nearest whole share) may be purchased at any time after one (1) year from the Grant Date and prior to the termination of this Option; (ii) Up to forty _____________ percent (40_____%) of such the Option Shares (rounded down on ____________, and as to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after two (2) years from the Grant Date and prior to the termination of this Option; (iii) Up to sixty an additional _________________ percent (60____%) of such the Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after three (3) years from the Grant Date and prior to the termination of this Option;on _______________. (ivc) Up to eighty percent (80%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after four (4) years from the Grant Date and prior to the termination of this Option; (v) Up to 100% of such Option Shares (less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after five (5) years from the Grant Date and prior to the termination of this Option. c. To exercise this Option, the Optionee shall satisfy the following conditions: (i) deliver give written notice to the Company at Company, to the attention of its principal office within the option periodPresident or other designated agent, which written notice must be in substantially the form of attached hereto as Exhibit A to this AgreementA, and (ii) the Optionee shall deliver payment in full for the Option Shares with respect to which this Option is then being exercised, as provided in Section 4(a) below. d. (d) Neither the Optionee nor the Optionee’s legal representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any Option Shares for any purpose unless and until certificates for such Option Shares are issued (or are reflected upon the official records of the Company) to the Optionee or the Optionee’s legal representatives, legatees or distributees, distributees under the terms of the Option Plan.

Term and Exercise of Option. a. The term of this Option option shall commence on the Grant Date set forth above and shall continue until the Expiration Date set forth above, unless earlier terminated as provided herein. b. This . Unless a committee of the Board of Directors of the Company appointed to administer the Option Plan (the "Committee") shall decide otherwise, and except as otherwise provided herein, this option will be exercisable only in the event that and to the extent that such Option has become vested and exercisable pursuant to the terms of this Section 3.b (or Sections 7 or 8 below, if applicable). Subject to the earlier termination of this Option pursuant to its terms and to the terms of the Option Plan, this Option shall vest and become exercisable cumulative installments as follows, but only if the Optionee is then an employee of or continues to provide services to the Company or an Affiliate at the specified time: (i) a. Up to twenty percent (20%) of such 6,250 Option Shares (rounded down to the nearest whole share) may be purchased at any time after one (1) year from the Grant Date December 8, 1999 and prior to the termination of this Optionoption; (ii) b. Up to forty percent (40%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after two (2) years from the Grant Date and prior to the termination of this Option; (iii) Up to sixty percent (60%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after three (3) years from the Grant Date and prior to the termination of this Option; (iv) Up to eighty percent (80%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after four (4) years from the Grant Date and prior to the termination of this Option; (v) Up to 100% of such 12,500 Option Shares (less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.boption) may be purchased at any time after five April 1, 2000 and prior to termination of this option; and c. Up to 18,750 Option Shares (5less any shares previously purchased pursuant to this option) years from may be purchased at any time after April 1, 2001, and prior to termination of this option; and d. Up to 25,000 Option Shares (less any shares previously purchased pursuant to this option) may be purchased at any time after April 1, 2002, and prior to termination of this option; and IMMEDIATE ACCELERATION OF OPTION. Notwithstanding any provision in this option to the contrary, this 25% of this option will become exercisable in full immediately if, subsequent to the Grant Date set forth above and prior to the Expiration Date or other termination of this Option. c. To exercise this Optionoption, the Optionee shall satisfy the following conditions: (i) deliver written notice to shareholders of the Company at its principal office within approve an agreement to merge or consolidate with or into another corporation under circumstances in which the option periodcompany is not the surviving party, which written notice must be in or an agreement to sell or otherwise dispose of all or substantially all of the form Company's assets (including a plan of attached Exhibit A to this Agreement, and (iiliquidation.) deliver payment in full for the Option Shares with respect to which this Option is then being exercised, as provided in Section 4(a) below. d. Neither the Optionee nor the Optionee’s 's legal representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any Option Shares for any purpose unless and until certificates for such Option Shares shares are issued (or are reflected upon the official records of the Company) to the Optionee or the Optionee’s 's legal representatives, legatees or distributees, under the terms of the Option Plan.